Cumulus Media Announces Modified Dutch Auction Tender Offer to Purchase up to $25 Million of its Outstanding Class A Common Stock
Cumulus Media (NASDAQ: CMLS) announced its intent to initiate a modified Dutch auction tender offer, aiming to purchase up to $25 million of its Class A common stock. Shareholders can tender shares at a price between $14.50 and $16.50 each. This move follows the Board's authorization of a $50 million share buyback program and reflects the company's belief that its stock is undervalued. The tender offer will commence on May 6, 2022, and is set to expire on June 3, 2022. Cumulus emphasizes that the offer is designed to maximize shareholder value while maintaining financial flexibility for future growth.
- Cumulus Media is initiating a $25 million tender offer to buy back shares, enhancing shareholder value.
- The tender offer follows a previously authorized $50 million share buyback program, indicating strong financial health.
- Cumulus believes its stock is significantly undervalued, providing an opportunity for shareholders to gain liquidity.
- The tender offer is subject to other conditions, which may create uncertainty for shareholders.
- If fully subscribed, not all shares tendered may be purchased due to proration and priority provisions.
ATLANTA, May 05, 2022 (GLOBE NEWSWIRE) -- Cumulus Media Inc. (NASDAQ: CMLS) (the "Company” or "Cumulus") today announced that it intends to commence a “modified Dutch auction” tender offer to purchase up to
Mary G. Berner, President and Chief Executive Officer of Cumulus Media, said, “Following yesterday’s announcement of the Board’s authorization of a
Cumulus will conduct the Offer by means of a procedure commonly called a “modified Dutch auction.” This procedure allows shareholders to select the price, within a price range specified by Cumulus, and the number of shares they are willing to sell at that price (or, should a higher price be determined as the “purchase price,” such higher price). The Offer is being made under Cumulus’s previously announced
The purchase price will be the lowest price per share (in increments of
Cumulus believes that the repurchase of Shares pursuant to the Offer is consistent with its goal of maximizing shareholder value. Additionally, Cumulus believes that the “modified Dutch auction” tender offer construct represents an efficient mechanism to provide its shareholders with the opportunity to tender all or a portion of their Shares in order to obtain liquidity without the potential disruption to the Share price that can result from open market sales. Shareholders who choose not to tender, or those who retain an equity interest in the Company as a result of a partial or conditional tender of Shares or proration, may own a greater percentage ownership of the Company’s outstanding Shares following the consummation of the Offer.
The Offer will not be conditioned on the receipt of financing or any minimum value of shares being tendered. The Offer will be, however, subject to other conditions, which will be detailed in the offer to purchase and in the related letter of transmittal. Tenders of shares must be made prior to the expiration of the Offer and tenders may be withdrawn at any time prior to the expiration of the Offer. Cumulus may extend or amend the Offer in its sole discretion, subject to applicable law. If the Offer is extended, Cumulus will delay the acceptance of any shares that have been tendered. Cumulus can also terminate the Offer under certain circumstances as set forth in the offer to purchase.
All shares purchased in the Offer will be purchased at the same purchase price regardless of whether the shareholder tendered at a lower price. However, because of the “odd lot” priority, proration and conditional tender provisions described in the offer to purchase, it is possible that not all of the shares tendered at or below the purchase price will be purchased if shares having an aggregate purchase price in excess of
Cumulus reserves the right, in its sole discretion, to change the per share purchase price and to increase or decrease the aggregate value of shares sought in the Offer, subject to applicable law. In accordance with the rules of the SEC, Cumulus may purchase in the Offer up to an additional
The dealer manager for the Offer is Morgan Stanley & Co. LLC. D.F. King & Co., Inc. is serving as information agent for the Offer and Continental Stock Transfer & Trust Company is serving as the depositary for the Offer. The offer to purchase, the related letter of transmittal and the other Offer materials will be mailed to Cumulus shareholders shortly after commencement of the Offer. Shareholders may also obtain copies of the Offer materials online at the website of the SEC free of charge at www.sec.gov as exhibits to the Tender Offer Statement on Schedule TO that will be filed by Cumulus with the SEC. Shareholders should read these materials carefully when they become available because they will contain important information, including the terms and conditions of the Offer. Cumulus reserves the right, in its sole discretion, to change the per share purchase price and to increase or decrease the aggregate value of shares sought in the Offer, subject to applicable law. In accordance with the rules of the SEC, Cumulus may purchase in the Offer up to an additional
Although Cumulus’s board of directors has authorized the Offer, none of the board of directors, Cumulus, the dealer manager, the information agent or the depositary or any of their affiliates has made, and they are not making, any recommendation to shareholders as to whether shareholders should tender or refrain from tendering their shares or as to the price or prices at which shareholders may choose to tender their shares. Cumulus has not authorized any person to make any such recommendation. Shareholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which they will tender the shares. In doing so, shareholders should read carefully the information in, or incorporated by reference in, the offer to purchase and in the letter of transmittal, including the purpose and effects of the Offer. Shareholders are urged to discuss their decision with their own tax advisors, financial advisors and/or brokers.
Cumulus will make the Offer only by, and pursuant to, the terms of the offer to purchase and the letter of transmittal. The Offer is not being made to shareholders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the “blue sky” or other laws of such jurisdiction, provided that Cumulus will comply with the requirements of Rule 13e-4(f)(8) under the Securities Exchange Act of 1934, as amended. In any jurisdiction in which the blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Cumulus by the dealer managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This press release is for informational purposes only and does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any securities, nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.
About Cumulus Media
Cumulus Media (NASDAQ: CMLS) is an audio-first media company delivering premium content to over a quarter billion people every month — wherever and whenever they want it. Cumulus Media engages listeners with high-quality local programming through 406 owned-and-operated radio stations across 86 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, CNN, the AP, the Academy of Country Music Awards, and many other world-class partners across more than 9,500 affiliated stations through Westwood One, the largest audio network in America; and inspires listeners through the Cumulus Podcast Network, its rapidly growing network of original podcasts that are smart, entertaining and thought-provoking. Cumulus Media provides advertisers with personal connections, local impact and national reach through broadcast and on-demand digital, mobile, social, and voice-activated platforms, as well as integrated digital marketing services, powerful influencers, full-service audio solutions, industry-leading research and insights, and live event experiences. Cumulus Media is the only audio media company to provide marketers with local and national advertising performance guarantees. For more information visit www.cumulusmedia.com.
Forward-looking statements
Certain statements in this release may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Such statements are statements other than historical fact and relate to our intent, belief or current expectations. Any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements to differ from those contained in or implied by the forward-looking statements as a result of various factors. Such factors include, among others, risks and uncertainties related to the consummation of the announced tender offer, the price and amount of any securities purchased pursuant to the tender offer, Cumulus’s ability to achieve the benefits contemplated by the tender offer and other risk factors described under “Risk Factors” in Cumulus’s Form 10-K for the year ended December 31, 2021 as well as in Cumulus’s other filings with the Securities and Exchange Commission. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond Cumulus’s control, and the unexpected occurrence or failure to occur of any such events or matters could cause our actual results, performance, financial condition or achievements to differ materially from those expressed or implied by such forward-looking statements. Cumulus assumes no responsibility to update any forward-looking statements, which are based upon expectations as of the date hereof, as a result of new information, future events or otherwise.
For further information, please contact:
Cumulus Media Inc.
Investor Relations Department
IR@cumulus.com
404-260-6600
FAQ
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